Announcement PDF RNS Number : 3072E BSF Enterprise PLC 29 June 2023 29 June 2023 BSF Enterprise PLC ("BSF" or the "Company") Interim Results BSF (LSE: BSFA), (OTCQB: BSFAF), the Main Market listed biotech company and owner of pioneering UK-based clinical and cellular agriculture company 3D Bio-Tissues, is pleased to announce its unaudited interim results for the six months ending 31 March 2023. Highlights · Produced three small prototype fillets of meat in November 2022 · Produced the UK's first full-sized fillet of cultivated meat in February 2023 · Doubled lab space to 2,400 square feet, increasing production capacity to 2,500 litres of City-Mix per annum, equivalent to 60,000 litres of end-product · Engaged with over 70 Cellular Agriculture companies with 26 progressing to business opportunities · Partnership with QKine, combining technologies to expedite the creation of affordable cultivated meat · Partnership with New Harvest to accelerate routes to market · Signed distribution partners covering Germany, Austria, Switzerland, Australia, New Zealand and Fiji Post Period End Highlights · Produced two full-sized fillets and a strip of pork which were tested at a technical event · Produced cultivated skin to the thickness of leather · Raised £2.9 million in oversubscribed placing · Signed first PoC contract with company in the leather industry and have engaged with many more · Cash balance of £2.7 million as at the date of this announcement · Produced two full fillets and a strip of pork which were tested at a technical event · Admitted to trading on the OTCQB exchange in the US under the symbol BSFAF Che Connon, Managing Director of BSF Enterprise and CEO at 3D Bio Tissues, commented: "The period under review has been one of significant progress on both technical and commercial fronts. Technical milestones have included us producing the UK's first 100% cultivated steak, an enormous step forward for our industry, as well as skin products thick enough to be used to make leather goods. Commercial progress has been demonstrated through numerous partnerships and proof-of-concepts as well as the signing of our first contracts, while expanding our sales channels both direct and indirect. "Activity has continued apace since the end of the period and we have no intention of slowing, given the many opportunities available to us and the huge global potential for our innovative technology. We have a strong balance sheet which will support our well-defined growth strategy and we look forward to updating the market on future successes." For further enquiries, please visit www.bsfenterprise.com or contact: BSF Enterprise PLC Che Connon - CEO & Executive Director Geoff Baker - Executive Director Shard Capital (Broker) Damon Heath Isabella Pierre SEC Newgate Communications) Bob Huxford Elisabeth Cowell George Esmond Via SEC Newgate below 0203 971 7000 (Financial 020 3757 6882 BSF@secnewgate.co.uk ISIN of the Ordinary Shares is GB00BHNBDQ51 SEDOL Code is BHNBDQ5. Notes to Editors BSF Enterprise PLC (BSF) is focused on unlocking the next generation of biotechnological solutions - using cell-based tissue engineering to help generate cultured meat, lab-grown leather, as well as human corneas, collagen growth and skin substitutes, as part of a radical transformation to deliver sustainable solutions across a variety of sectors. It owns 100% of 3D Bio-Tissues (3DBT), a tissue engineering company with patent-protected IP that facilitates the manufacture of accurate tissue replicas. Using this technology 3DBT has successfully demonstrated production of the UK's first high quality lab-grown meat, with full thickness skin and corneal tissue from its laboratory in Newcastle. BSF aims to deliver growth to shareholders through the continued commercialisation of 3DBT's IP, which has multiple applications, as well as acquiring complementary businesses. It aims to acquire a suite of technologies that underpins the development of tissue templating for corneas, meat and leather, and license out the IP to manufacturers, wholesalers and distributors to help manufacture the products at scale. Registered number: 11554014 BSF Enterprise Plc Unaudited Interim Consolidated Financial Statements for the period ended 31 March 2023 Chairman's Statement On behalf of the Board, I am pleased to present the unaudited interim report and financial statements of BSF Enterprise Plc for the six months ended 31 March 2023. During the period, the Company successfully started to implement its go-to market strategy in order to progress a number of commercial opportunities and help bring its flagship City-Mix™ products to market. To this end 3DBT has now engaged with over 70 Cellular Agriculture and Biotech companies, of which 26 have progressed to new business opportunities. As well as Cellular Agriculture companies, 3DBT has progressed two other key target markets. These include Biotech Companies, such as those working in gene therapy, stem cells and regenerative medicine; and Life Sciences companies and academia, which research the above disciplines. 2 product evaluations are currently underway with a view to creating efficiencies in serum free media formulations for stem cell applications. In order to serve these opportunities, 3DBT more than doubled its lab production capacity to 2,400 sq ft and this contributed significantly to our research and development activities during the period. We now have the capacity to produce 2,500 litres per year of 3DBT's patented serum-free and animal-free City-mix™, enough to supplement 60,000 litres of media per year. This unique product enables the reduction of use of expensive growth factors whist stimulating cells to produce more tissue, thereby increasing yield. This in turn eliminates the requirement of conventional plant-based scaffolds, blends or fillers, to ensure structural integrity of cultivated meat and leather products. 3DBT's products are therefore 100% structured meat, produced without any animals suffering in the process. The lab facility also enables 3DBT to showcase its offering to potential customers such as manufacturers, distributors and wholesalers that are looking to commercialise lab-grown meat and leather for the mass market. I am pleased to say that we have successfully produced two full-scale fillets of cultivated pork using our tissue-templating process aided by City-mix™, as well as a cultivated pork strip, which were presented at a technical event in May 2023. In addition, we have created animal skin at a thickness comparable to leather and have signed a first contract to evaluate this for its potential as a leather substitute. In March 2023, we raised £2.9 million of new capital by way of a placing and subscription for new shares. This capital is being used to extend the development of 3DBT's research and development activities and to support the Group's strategic objectives. Our marketing activities continues to expand to support anticipated revenues from serum-free cell culture media component sales and cosmetics research. These include commercialisation of City-MixTM (cell culture media supplement) and peptides in skin cream. We aim to deliver growth to shareholders through the continued commercialisation of 3DBT's IP, which has multiple applications, as well as through planned M&A opportunities. BSF aims to acquire a suite of technologies that underpins the development of tissue templating for corneas, meat and leather, and license out the IP to manufacturers, wholesalers and distributors to help manufacture the products at scale. I am delighted with the progress we have made in the first half of our financial year which continues at pace. On behalf of the Board, I would like to thank all of our staff for their hard work and commitment to the Group and our shareholders for their continued support during the period. Min Yang, Chairman 29 June 2023 Chief Executive's Report I am pleased to present my report for the Company for the six months ended 31 March 2023. Financial summary The net loss for the period ended 31 March 2023 was £656,206 (2022: £291,533 loss). The results for this period include those of 3DBT. Therefore, the comparative information for the period ended 31 March 2022, which relates to the Company only, is not directly comparable. The increase in the loss compared with the corresponding six-month period in 2022 is wholly the result of including losses from our subsidiary, 3DBT, of £420,719 as it continued its research and marketing activities. The loss per share was reduced from 1.43 pence per share to 0.76 pence per share. Cash flow The Group's cash balances as at 31 March 2023 were £343,451 (compared with £1,061,529 at 30 September 2022) and approximately £2.7 million as of the date of this report. The reduction in cash balances reflect the losses for the period. The Company raised £2.9 million by way of an oversubscribed placing of new ordinary shares and the subscription of new ordinary shares in the capital of the Company on 29 March 2023. However, £2.8 million of the proceeds from this capital raising were not received until after the period end. Dividends During the period ended 31 March 2023, there were no dividends paid or proposed. Successful Prototypes and UK's First Fillet of Cultivated Meat In November 2022, 3DBT reached a major industry milestone in successfully producing three small prototype fillets of cultivated meat, cultured in its patented, serum-free and animal-free cell booster, City-mixTM. Although not eaten, the prototypes were cooked and they surpassed 3DBT's expectations in all respects regarding their quality and likeness to conventional meat, both in their raw and cooked forms. 3DBT then reached a further industry milestone in February 2023 by producing the UK's first full-scale fillet of cultivated meat. The fillet of pork was produced in 3DBT's laboratory in Newcastle and again cultured in City-mixTM, such that there was no need for a plant-based scaffold. This resulted in a product that was 100% meat and 3DBT's management believed it to be the world's first 100% cultivated pork steak. As with the prior prototypes, the cultivated pork fillet was in all respects very similar to conventional meat, both in its raw form and on cooking, with aromas similar to those of conventional pork. In addition, those eating the pork agreed that both the texture and taste in the mouth were indistinguishable from conventional pork steak. Technical Event Post period end, 3DBT made further progress by producing two full fillets and a strip of cultivate pork which were tested at a technical event on 25 May 2023. Study participants were limited to those persons who had a direct working relationship or involvement with the Company. The meat was cooked and presented formally by a trained, independent chef, utilising an array of cooking methods. The chef's involvement was key to demonstrating that cultivated meat could be handled and cooked in the same way as traditional meat. The Study participants that tasted the cultivated meat provided very positive feedback in terms of its taste and texture. €100,000 Grant In October 2022 3DBT was awarded a €100,000 grant to build upon the current capabilities of its proprietary serum-free media, City-mix™. The grant was awarded by leading food innovation organisations, EIT Food, co-founded by the European Union, in partnership with the Good Food Institute. EIT Food's aim is to drive the production of cultivated meat, reduce the cost of cultivated meat production, and accelerate its commercialisation. The grant was a strong endorsement of 3DBT's team and its work from a range of prestigious groups within its sector. Partnership with QKine In November 2022, 3DBT entered into a partnership with growth factor company Qkine. The collaboration involves 3DBT combining City-mixTM with Qkine's growth enabling protein engineering technology to accelerate the creation of affordable cultivated meat. Together 3DBT and Qkine are working to optimise the effectiveness of animal-free cultures to reduce the dependence on other protein compounds, increase yields, and lower overall costs. This is expected to pave the way for advances in cellular agriculture in the UK and world-wide. Partnership with New Harvest In December 2022 3DBT announced a partnership with New Harvest Netherlands ("New Harvest"), a nonprofit organisation dedicated to advancing cellular agriculture. New Harvest is providing 3DBT with a clear and comprehensive roadmap of the safety and regulatory requirements of animal-free media, its ingredients and derivatives in the European Union and the UK, and will include other jurisdictions as time allows. The 12month project is focused on advancing 3DBT's route-to-market strategy and accelerating the commercialisation of its products worldwide. City-Mix Commerical Progress During the period, the Company successfully started to implement its go-to market strategy in order to progress a number of commercial opportunities and help bring its flagship City-Mix™ products to market. To this end 3DBT has now engaged with over 70 Cellular Agriculture and Biotech companies, of which 26 have progressed to new business opportunities. From these 26 business opportunities, 18 product evaluations are underway with a view to incorporating City-Mix ™ into cultured media formulations. A further three companies have completed successful evaluations and began purchasing the product in April/May 2023 with an additional Cultured Meat company including City Mix™ in their production media formulation but yet to purchase. As well as Cellular Agriculture companies, 3DBT has progressed two other key target markets. These include Biotech Companies, such as those working in gene therapy, stem cells and regenerative medicine; and Life Sciences companies and academia, which research the above disciplines. 2 product evaluations are currently underway with a view to creating efficiencies in serum free media formulations for stem cell applications. Since the period end 3DBT has also entered into direct sales agreements with two lab-grown meat companies and one biotech company, acting as importance references for the Company. These are initial sales and revenues are relatively small at this early stage but are expected to grow over time. In order to be ready to serve these opportunities the Company has now more than doubled its lab production space to 2,400 sq ft and validated its City-Mix™ production and quality control processes. Current production capacity is 2,500 litres per year , equivalent to 60,0000 litres of end product in the diluted form in which it is used, and 3DBT will continue to scale production appropriately. Sales Channels 3DBT also plans to roll-out a web-based sales channel for City-Mix™ in the coming months to facilitate an ecommerce route to market. This is an additional approach to penetrating both Cultivated Meat and Biopharma markets and will include links to suppliers, FAQs, companion documentation and datasheets. BSF also intends to open an office in Hong Kong to service the huge emerging opportunity in China. In addition, 3DBT has made positive progress in building its indirect sales network, which extends the reach for the Biotech and Life Sciences markets, with the Company securing its first distribution partner, Abacus dx., part of Diploma PLC, covering Australia, New Zealand and Fiji. 3DBT also has signed BIOZOL Diagnostica Vertrieb GmbH as a European distribution partner in the German speaking regions of Europe namely, Germany, Austria and Switzerland, which will further expand its geographic reach. Lab-grown Leather Update and Contract Win Post year 3DBT announced it had bio-engineered samples of animal skin tissue, measuring up to 10 by 10 cm in size and between 0.5 mm to 1 mm in thickness. The production of tissues with such thickness represents an important milestone in the industry. Various properties of the samples will be analysed to evaluate their potential as a substitute starting material for traditional leather products. The global leather goods market was valued at £$253 billion in 2023 and is expected to grow to $405 billion by 2030, a CAGR of 6.6%. In order to meet this opportunity BSF has engaged with a number of companies within the leather industry in the UK and abroad regarding potential Proof of Concept (PoC) engagements to establish the suitability of the skin product as a sustainable, ethical alternative to traditional leather goods. This has led to 3DBT signing its first contract with a leather company for them to test and develop lab-grown animal skin for leather production. Once suitability is established, BSF will seek to develop plans to scale-up production of 3DBT animal skin products. Innovation Award Win 3DBT was voted 'University Spinout of the Year' at the North East Innovation Awards ceremony, a competition organised by the Innovation SuperNetwork on 10 May 2023. The award recognises companies spun out of universities that are making an impact in terms of innovation, groundbreaking research or furthering a specific sector or technology. 3DBT was recognised for its labgrown animal tissue products, which were described as an inspired, transformative innovation with world-leading levels of functionality. Admittance to trading on OTCQB BSF's Ordinary Shares were admitted to trading on the OTCQB Venture Market in the United States on 24 May 2023 under the symbol BSFAF, providing access to one of the world's largest investment markets, and thereby creating the potential for greater liquidity in BSF's shares. To maximise the benefits the Company is undertaking a US investor roadshow between June 2630, 2023 and has appointed a US agency to manage its Investor Relations in the region. In addition to the roadshow, BSF will attend the Future Food Tech Summit in New York City on 27 and 28 June as part of its strategy to raise its profile amongst prospective partners and investors, over 800 of which will be at the event. Oversubscribed £2.9m fundraise In order to support 3DBT's rapid growth, BSF raised £2.9m in an oversubscribed placing at the end of the period under review. The net proceeds of the Placing are being used to provide working capital to support the organic growth of the Company. Specific uses of the funds include: the continued development of cultivated meat fillets; expansion of 3DBT's City-Mix™ production capacity to support new business; entry into new global target markets, including, among others, gene therapy, stem cells and regenerative medicine companies; further development of 3DBT's lab-grown leather products; and the advancement of 3DBT's cornea proposition, finalising the process for full thickness cornea production. Further acquisition opportunities The Board continues to evaluate potential acquisition opportunities in line with its strategy to acquire a suite of technologies that underpins the development of tissue templating for corneas, meat and leather. To date, several opportunities have been identified and internal assessment is progressing. Outlook The period under review has been one of significant progress on both technical and commercial fronts. Technical milestones have included us producing the UK's first 100% cultivated steak, an enormous step forward for our industry, as well as skin products thick enough to be used to make leather goods. Commercial progress has been demonstrated through the numerous partnerships and proof-of-concepts as well as the signing of our first contracts, while expanding our sales channels both direct and indirect. Activity has continued apace since the end of the period and we have no intention of slowing, given the many opportunities available to us and the huge global potential for our innovative technology. We have a strong balance sheet which will support our well-defined growth strategy and we look forward to updating the market on future successes. Che Connon Chief Executive Officer 29 June 2023 Statement of directors' responsibilities in respect of the interim results The Directors; being Min Yang (Non-Executive Chairman), Dr Che Connon (Managing Director), Geoffrey Baker (Executive Director) and Dennis Ow (Non-Executive Director) confirm that the set of Interim Financial Statements has been prepared in accordance with International Accounting Standard 34 "interim financial reporting", as it applies in the European Union and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: · an indication of important events that have occurred during the first six months of the financial year; · and material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report. By order of the Board Min Yang Chairman 29 June 2023 Consolidated Statement of Comprehensive Income for the period ended 31 March 2023 Note 6-month period to 31 March 2023 (Unaudited) £ 6-month period to 31 March 2022 (Unaudited) £ Continuing operations Grant income 3 84,926 - Administrative expenses 4 (728,435) (643,509) (291,533) (291,533) Operating loss for the period Finance expense - right-of-use lease liabilities (5,550) - (649,059) (291,553) (7,147) - Loss for the period (656,206) (291,553) Loss and total comprehensive loss for the financial period (656,206) (291,533) (0.76) (1.43) Loss before taxation Taxation 5 Earnings per share Basic and diluted (pence per share) 6 There are no items of other comprehensive income. The notes to the interim financial statements form an integral part of these interim financial statements. Consolidated Statement of Financial Position as at 31 March 2023 Assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Total non-current assets Current assets Cash and cash equivalents Receivables and prepayments Corporation tax receivable Inventory Total current assets As at 31 March 2023 (Unaudited) £ As at 30 September 2022 (Audited) £ 7 8 121,675 185,680 2,485,290 2,792,645 73,488 223,560 2,485,290 2,782,338 9 10 5 11 348,451 3,012,603 33,950 40,299 3,435,303 1,061,529 132,762 33,950 21,855 1,250,096 6,227,948 4,032,434 785,326 244,396 3,571,946 2,662,583 34,785 (1,657,226) 781,884 77,985 3,711,576 12,537 (1,001,020) Note Total assets Equity and liabilities Capital and reserves Share capital - issued and fully paid Share capital - issued but unpaid Share premium - fully paid Share premium - unpaid Warrant reserve Retained deficit 14 14 14 14 14 Total equity Liabilities Current liabilities Trade and other payables Taxes and social security Lease liabilities 12 13 Non-current liabilities Lease liabilities Deferred tax 13 5 Total liabilities Total equity and liabilities 5,641,810 3,582,962 304,738 65,405 76,888 447,031 142,821 60,809 74,946 278,576 117,997 21,110 139,107 586,138 156,933 13,963 170,896 449,472 6,227,948 4,032,434 The notes to the interim financial statements form an integral part of these interim financial statements. Consolidated Statement of Changes in Equity for the period ended 31 March 2023 As at 30 September 2021 Comprehensive income for the period Loss for the period Total comprehensive loss for the period As at 31 March 2022 As at 30 September 2022 Comprehensive income for the period Loss for the period Total comprehensive loss for the period Issue of shares Issue of Share capital issued and paid up £ Share capital issued and unpaid £ Share premium fully paid £ Share premium unpaid £ Warrant reserve £ Retained deficit £ Total £ 203,400 - 407,984 - - (246,568) 364,816 - - - - - (291,533) (291,533) - - - - - (291,533) (291,533) 203,400 - 407,984 - - (538,101) 73,283 781,884 77,985 3,711,576 - 12,537 (1,001,020) 3,582,962 - - - - - (656,206) (656,206) 3,442 - 166,411 54,058 (22,248) 2,662,583 - - (656,206) - (656,206) 2,886,494 - warrants Share issue costs Transactions with shareholders As at 31 March 2023 - 22,248 - - (171,440) - - - (171,440) 3,442 166,411 (139,630) 2,662,583 22,248 - 2,715,054 785,326 244,396 3,571,946 2,662,583 34,785 (1,657,226) 5,641,810 Note 6-month period to 31 March 2023 (Unaudited) £ 6-month period to 31 March 2022 (Unaudited) £ Loss after tax (656,205) (291,533) Tax expense 7,147 - Depreciation 52,752 - Increase in trade and other payables 166,512 131,850 Decrease / (increase) in receivables (50,846) 24,483 Increase in inventory (18,444) - Net cash used in operating activities (499,084) (135,200) (63,060) - (63,060) - 14 57,500 - 14 (171,440) - 13 (36,994) - Net cash used in financing activities (150,934) - Net cash flow for the period (713,078) (135,200) Consolidated Statement of Cash Flows for the period ended 31 March 2023 Cash flow from operating activities Changes in working capital: Cash flow from investing activities Acquisition of plant and equipment 7 Net cash from investing activities Cash flow from financing activities Issue of shares Costs of share issues Repayment of lease liabilities Cash and cash equivalents at beginning of the period 9 1,061,529 359,868 Cash and cash equivalents at end of the period 9 348,451 224,668 1. Accounting policies Basis of preparation of Interim Financial Statements The Interim Consolidated Financial Statements have been prepared in accordance with IAS 34 "Half Year Financial Reporting" as it applies in the United Kingdom and the Disclosure and Transparency Rules of the Financial Conduct Authority. These Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, do not include all the notes of the type normally included in an annual financial report and have not been audited or reviewed by the auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 September 2022 (the "Annual Report and Consolidated Financial Statements"), which has been prepared in accordance with UKadopted International Accounting Standards in conformity with the requirements of the Companies Act 2006. The Annual Consolidated Financial Statements constitute statutory accounts as defined in section 434 of the Companies Act 2006 and a copy of these statutory accounts has been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, drew attention to a material uncertainty in relation to going concern by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The accounting policies adopted in the preparation of the Interim Consolidated Financial Statements are consistent with those used to prepare the Consolidated Financial Statements for the year ended 30 September 2022 and those applicable for the year ended 30 September 2023. The preparation of the Interim Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these Interim Consolidated Financial Statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Annual Consolidated Financial Statements described above. The Interim Consolidated Financial Statements have been prepared on a going concern basis, under the historical cost convention. 2. Going concern The Group had cash of £348,451 as at 31 March 2023. In addition, the Company had issued shares immediately prior to 31 March 2023, proceeds from which totalling £2,828,994 were received subsequent to the period end. At the date of this report, the Group had approximately £2.7 million of cash. On this basis, the Board considers the Group to have sufficient resources to remain in operational existence for the foreseeable future. 3. Grant income 6-month period ended 31 March 2023 (Unaudited) £ Grant income 4. 6-month period ended 31 March 2022 (Unaudited) £ 84,926 - 84,926 - 6-month period ended 31 March 2023 (Unaudited) £ 6-month period ended 31 March 2022 (Unaudited) £ Administrative expenses Legal and professional fees 136,676 Consulting fees 126,150 176,084 - - Accounting and tax fees 7,369 Directors' remuneration (see below 95,192 92,150 Staff costs 149,381 Service charges - BSF International Limited (Note 15) 30,000 - Purchase of consumables 35,955 - Marketing 5,310 15,000 - - - - Bank charges 448 57 Depreciation 52,752 - Property costs 20,128 Travel and accommodation 27,911 Other 41,163 - 728,435 291,533 6-month period ended 31 March 2023 (Unaudited) £ 6-month period ended 31 March 2022 (Unaudited) £ 50,192 - 8,242 Directors' remuneration Executive Directors Dr Che Connon Non-executive Directors Geoff Baker 15,000 - Min Yang 15,000 Dennis Ow 15,000 - 95,192 15,000 6-month period ended 31 March 2023 (Unaudited) £ 6-month period ended 31 March 2022 (Unaudited) £ - - Deferred tax expense 7,147 - Tax charge for the period 7,147 - 6-month period ended 31 March 2023 (Unaudited) £ Year ended 30 September 2022 Audited £ 33,950 - - 33,950 33,950 33,950 15,000 - 5. Taxation The charge for the period is made up as follows: Current tax Research and development tax credit Deferred tax The movements in tax receivable balances are summarised as follows: Balance brought forward Acquired on acquisition of 3DBT Balance carried forward The balance receivable represents a claim for research and dev